1. The sale transactions reported in this Form 4 were effected pursuant to a written Rule 10b5-1 plan adopted by the reporting person on August 25, 2013 for the primary purpose of covering tax obligations associated with a restricted stock vesting event.

2. This price represents the weighted average price of sale transactions that were executed in multiple trades at prices ranging from $31.37 to $32.26 per share. The reporting person hereby undertakes, upon request by the SEC staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

/s/ Colleen Diver Johnson, attorney-in-fact

03/14/2014

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).